The Board of Directors of Imdex Limited has approved the following charter formalising the functions and responsibilities of the Board (Board Charter).

Objective

The objective of the Board is to provide an acceptable rate of return to the Company’s shareholders and takes into account the interests of its employees, customers, suppliers, lenders and the wider community. The Board must at all times act honestly, fairly and diligently in all respects in accordance with the law applicable to Imdex.  Furthermore, the Board will at all times act in accordance with all relevant Imdex policies. Each of the Directors, when representing Imdex, must act in the best interest of shareholders of Imdex and in the best interests of the Company as a whole.

Responsibilities

The Board is responsible for:

• Overseeing and approving the Company’s strategic and operating objectives
• Reviewing and approving the Company’s financial position, systems of risk management and internal compliance and control, codes of conduct and legal compliance
• Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures
• Appointing and removing the Managing Director
• Ratifying the appointment, and where appropriate, the removal, of the Company Secretary
• Evaluating the performance of the Managing Director and the Senior Management Team and determining their remuneration
• Ensuring that policies and procedures are in place consistent with the Company’s objectives, and that the Company and its officers act legally, ethically and responsibly in all matters

Composition/Structure

The Board shall be comprised of a majority of non-executive directors and shall be structured so as to meet the Principles of Good Corporate Governance and Best Practice Recommendations published by the ASX or other such principles and guidance as the Board may consider appropriate from time to time.

In accordance with the Company’s constitution the minimum number of Directors is three.  The Chairman of the Board shall be a non-executive Director.

Board Meetings

Board meetings are to be held at least every two months and the Company Secretary will be required to give reasonable notice of a meeting.  Other meetings may be held provided that sufficient notice is given to all Directors.

The Chairman will call a meeting of the Board if so requested by any Director.

Division of responsibility between the Board and Senior Management

The Board is responsible for setting the strategic direction for the Company, establishing goals for management and monitoring the achievement of these goals.  The Managing Director is responsible to the Board for the day-to-day management of the Company.  In turn, the Senior Management team is responsible to the Managing Director and the Board relative to their particular areas of responsibility.

Measurement of the Board’s performance

The Board shall undertake an annual performance evaluation of itself that:

• Compares the performance of the Board with the requirements of this Charter
• Sets forth the goals and objectives of the Board for the upcoming year
• Effects any improvements to the Board charter deemed necessary or desirable

The performance evaluation shall be conducted in such manner as the Board deems appropriate.

Review of Charter

This Charter will be reviewed by the Board from time to time, to ensure that it continues to reflect the letter and spirit of all applicable laws and regulations and Imdex’s commitment to its staff and the community.